Expert Resolution. Where this Agreement calls for a matter to be referred to an Expert for determination, the following provisions shall apply:
(a) The use of an Expert shall be the exclusive remedy of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction.
(b) If any party calls for a determination by an Expert in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the AAA. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote.
(c) Each party shall be entitled to make written submissions to the Expert(s), and if a party makes any submission, it shall also provide a copy to the other parties and the other parties shall have the right to comment on such submission within the time periods established pursuant to Section 28(e). During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination is rendered, no party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and sha...
Expert Resolution. With respect to any dispute expressly provided herein to be submitted to an Expert pursuant to this Agreement, any Party that is party to such dispute may require that the dispute be submitted to final and binding arbitration (without appeal or review) in New York, New York (“Expert Resolution”), administered by an independent arbitration tribunal consisting of three (3) arbitrators, one of which is appointed by each Party and the third arbitrator shall be selected by the other two arbitrators (collectively, the “Expert”). Such Expert Resolution shall be conducted by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The Expert shall be a person having not less than ten (10) years’ experience in the area of expertise on which the dispute is based and having no conflict of interest with either Party. With respect to any dispute to be submitted to an Expert pursuant to this Agreement, the use of the Expert shall be the exclusive remedy of the Parties, and neither Party shall attempt to adjudicate such dispute in any other forum. The decision of the Expert shall be final and binding on the applicable Parties involved in such dispute and such Expert Resolution proceeding and shall not be capable of challenge, whether by Expert Resolution, arbitration, in court or otherwise.
Expert Resolution. With respect to any dispute to be submitted to an Expert pursuant to this Agreement, any Party that is party to such dispute may require that the dispute be submitted to final and binding arbitration (without appeal or review) in Las Vegas, Nevada (“Expert Resolution”), administered by an independent arbitration tribunal consisting of three (3) arbitrators, one of which is appointed by each Party and the third arbitrator shall be selected by the other two arbitrators (collectively, the “Expert”). Such Expert Resolution shall be conducted by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The Expert shall be a person having not less than ten (10) years’ experience in the area of expertise on which the dispute is based and having no conflict of interest with either Party. With respect to any dispute to be submitted to an Expert pursuant to this Agreement, the use of the Expert shall be the exclusive remedy of the Parties and neither Party shall attempt to adjudicate such dispute in any other forum. The decision of the Expert shall be final and binding on the Parties and shall not be capable of challenge, whether by Expert Resolution, arbitration, in court or otherwise.
Expert Resolution. 30.1 Where, pursuant to Clauses 5.4, 8.13.1, 11.3 or Part C of Schedule 4 of this Agreement a dispute is referred for Expert determination, the provisions of this Clause 30 shall apply. The Expert shall be an independent actuary appointed in accordance with this Clause 30 (the "Expert"). The Expert shall be jointly appointed by the Actuaries or, failing agreement on such appointment, the President for the time being of the UK Institute and Faculty of Actuaries) for resolution.
30.2 In performing his obligations under Clause 30.1, the Expert shall act in good faith and give due weight to the objects of this Agreement. The Expert shall act as an expert and not an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the Parties.
30.3 Each Party shall upon request provide the Expert with such information as is within its possession or control and reasonably required by the Expert save if to do so would breach any Applicable Law and Regulation.
30.4 The Expert shall deliver a final and binding award within 40 Business Days of the date of his appointment.
30.5 The Parties expressly waive, to the extent permitted by law, any rights of recourse to the courts they may otherwise have to challenge the Expert's determination, other than in the case of manifest error.
30.6 The cost of the Expert shall be borne between the Retrocedant and the Retrocessionaire in such proportions as shall be determined by the Expert.
30.7 If a dispute arises under this Agreement in relation to an issue which has been raised but not yet determined under either of the other XL Retrocession Agreements, the Parties agree that such dispute hereunder will be joined to and conducted together with the dispute under such other XL Retrocession Agreement and any agreement or determination so made shall be binding on all Parties to this Agreement. A Party shall not be obliged to comply with this Clause 30.7 where such Party determines, acting reasonably, that due to differences in the Applicable Law and Regulation under this Agreement and the “Applicable Law and Regulation” under another XL Retrocession Agreement, complying with this Clause 30.7 would be illegal, invalid or unlawful. This Clause 30.7 shall cease to apply in respect of any XL Retrocession Agreement on termination of that XL Retrocession Agreement.
Expert Resolution. Where this Agreement calls for a matter to be referred to Expert(s) for determination, the following provisions shall apply.
A. Either party may commence the expert resolution process by providing notice to the other party. The parties shall have ten (10) days from the date of such notice to mutually agree on one (1) nationally recognized hospitality industry consulting firm or Individual as the Expert. If they fail to agree, each party shall have an additional ten (10) days to each select one (1) nationally recognized hospitality industry consulting firm or Individual, which such Persons shall jointly, within ten (10) days after the completion of the selection process by the parties (but in any event no later than thirty (30) days after the date of the notice), designate another such nationally recognized consulting firm or Individual to be the Expert. If either party fails to make its respective selection of a firm or Individual within the ten (10) day period provided for above, then the other party’s selection shall be the Expert. In all cases, the Experts selected shall be “qualified candidates” as described in this Section 22.
Expert Resolution. If a Party submits an unresolved dispute for binding arbitration pursuant to Section 5.5(c), such dispute shall be resolved as follows (the “Expert Resolution”):
(i) The Parties shall set a date for a meeting of the Expert Committee (the “Experts Meeting”), which date shall be no more than sixty (60) days after the date the Expert Resolution is initiated. The Experts Meeting shall be held in a location determined by the Expert Committee. Each Party shall appoint one (1) Expert for the Expert Committee within ten (10) days after the date the Expert Resolution is demanded under this Section 14.2(b). The two (2) Experts shall appoint the third Expert within ten (10) days after the date the second Expert has been appointed. The Expert Resolution shall be “baseball” style; accordingly, at least fourteen (14) days prior to the date of the Expert Resolution, each Party shall provide the Expert Committee with a brief outlining its position. Briefs may be no more than thirty (30) pages, and must clearly provide and identify the Party’s position with respect to the disputed matter. After receiving both Parties’ opening briefs, the Expert Committee will distribute each Party’s brief to the other Party. Seven (7) days in advance of the Expert Resolution, the Parties shall submit and exchange response briefs of no more than fifteen (15) pages. The Parties’ briefs may include or attach relevant exhibits in the form of documentary evidence, any other material voluntarily disclosed to the other Party in advance, or publicly available information. The Parties’ briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence. The Experts Meeting shall consist of a one (1) day hearing of no longer than eight (8) hours, such time to be split equally between the Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs.
(ii) No later than ten (10) days following the Experts Meeting, the Expert Committee shall issue their written decision. The Expert Committee shall select one Party’s proposed positions as their decision, and shall not have the authority to render any substantive decision other than to select the proposal submitted by either Company or Licensee. The Expert Committee shall have no discretion or authority with respect to modifying the positions of the Parties. The ...
Expert Resolution. (a) If the Xxxxxxx Representative in good faith does not agree with the GP Determination under Section 5.4, the General Partner's determination of Net Worth under Section 7.3(a)(ii) or the GP LV Determination under Section 9.4, as the case may be, the procedures set forth in this Section 5.5 will apply (unless the Xxxxxxx Representative and the General Partner agree to resolve the disagreement by other means).
(b) Subject to Section 5.5(c), the Neutral Expert alone shall resolve the issue in question.
(c) The use of a Neutral Expert shall be the exclusive remedy of the parties with respect to any disputes arising in connection with the determination of Operating Cash, Available Closing Cash, Other Cash, Net Worth or Liquidation Value independently, and no party shall attempt to adjudicate such dispute in any other forum; provided that each of the parties shall be entitled to pursue all other remedies to which it may be entitled at law or in equity in the event that the other party fails to act in good faith or in the case of any manifest error made by the Neutral Expert. Subject to the proviso in the sentence immediately foregoing, the decision of the Neutral Expert with respect to any particular determination of Operating Cash, Available Closing Cash, Other Cash, Net Worth or Liquidation Value independently shall be final and binding on the parties in respect of such determination and shall not be capable of challenge, whether by arbitration, in court or otherwise.
(d) Each party shall be entitled to make written submissions to the Neutral Expert, and if a party makes any submission it shall also simultaneously provide a copy to the other party and the other party shall have the right to comment on such submission. The parties shall make available to the Neutral Expert and to each other all books and records relating to the issue in dispute and shall render to the Neutral Expert any assistance reasonably requested of the parties. The costs of any Neutral Expert and the proceedings hereunder and all other costs under this Section 5.5 for such dispute resolution shall be borne (i) equally by the General Partner, on the one hand, and the Xxxxxxx Limited Partners, on the other, in the case of disputes relating to Net Worth or Liquidation Value independently and (ii) entirely by the party whose determination is further from the Neutral Expert's decision in the case of disputes relating to Operating Cash, Available Closing Cash or Other Cash.
(e) The parties sh...
Expert Resolution. If a Party submits an unresolved dispute which is subject to the resolution mechanism set forth in this Section 18.1(b) ("Expert Resolution") such dispute shall be resolved by a group of [***] experts, each having significant experience and expertise in the pharmaceutical business (the "Expert Committee") as follows:
(i) The Parties shall set a date for a meeting of the Expert Committee (the "Experts Meeting"), which date shall be no more than [***] days after the date the Expert Resolution is initiated. The Experts Meeting shall be held in a location determined by the Expert Committee. [***] The Expert Resolution shall be [***]; accordingly, at least [***] days prior to the date of the Expert Resolution, [***]. The Experts Meeting shall consist of [***], in the form of [***].
(ii) No later than [***] days following the Experts Meeting, the Expert Committee shall issue their written decision. The Expert Committee shall [***]. The Expert Committee's decision shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction. The Parties shall equally share the costs and expenses in connection with such Expert Resolution proceeding and the Expert Committee fees and expenses. Except in a proceeding to enforce the results of the arbitration or as otherwise required by Applicable Law, neither Party nor any arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both Parties.
Expert Resolution. The Parties acknowledge that certain issues relating to this Agreement may be suitable for resolution by a single expert or a panel of experts. If and to the extent that the Parties may agree from time to time that any issue is suitable to be resolved in such a manner they will promptly agree upon an appropriate procedure for (a) the selection of qualified expert(s), (b) identification of the issue(s) to be submitted to the expert(s) and (c) other relevant factors.
Expert Resolution. The Expert shall decide the dispute as experts and not as arbitrators and their decision shall be final and binding upon the Sellers and the Purchaser except in the case of manifest error.
